What are the key changes to the CEO's employment agreement?

The amended and restated employment agreement for CEO Robert Greifeld includes an annual base salary of at least $1,000,000, an annual incentive compensation targeted at 200% of base salary, and annual grants of 80,000 performance share units over four years. The agreement also specifies severance benefits in case of termination without cause, for good reason, or after a change in control.

What is the significance of the performance share units for the CEO?

The performance share units are a key incentive tied to Mr. Greifeld's long-term performance. He will receive 80,000 units annually for four years, with the actual payout ranging from 0% to 150% of the granted amount based on performance goals set by the board. These grants are subject to shareholder approval of performance criteria to ensure tax deductibility.

What kind of equity awards are being granted, and to whom?

Nasdaq is granting non-qualified stock options and restricted stock awards. Specifically, CEO Robert Greifeld received 960,000 stock options. In addition, seven other named executive officers received specific amounts of stock options and restricted stock, and all active employees received grants of these equity awards. The options have an exercise price of $35.92.

How are the equity awards structured for general employees?

Non-qualified stock options and restricted stock awards granted to all active employees will vest over a period of three to six years, with performance goals influencing accelerated or extended vesting schedules. The first 50% of awards are set to vest in four years, and the second 50% in five years, subject to achievement of performance targets.

NDAQ 8-K: Leadership Changes

Summary

This 8-K filing from The Nasdaq Stock Market, Inc. (NDAQ) dated December 19, 2006, primarily details significant changes in executive compensation and equity awards. The most notable event is the approval of an amended and restated employment agreement for President and CEO Robert Greifeld. This new agreement includes an annual base salary of at least $1,000,000, a target annual incentive compensation of 200% of base salary, and annual grants of 80,000 performance share units over four years, contingent on shareholder approval of performance criteria. The filing also outlines severance provisions for Mr. Greifeld under various termination scenarios, including provisions for a change in control. Additionally, the company has granted non-qualified stock options to Mr. Greifeld and other named executive officers, as well as to all active employees. These equity grants are designed to align employee interests with shareholder value, with vesting schedules tied to performance goals and service periods. The filing also discloses increases in base salary and targeted bonus opportunities for seven executive officers (excluding the CEO) effective in 2007. Overall, these actions indicate a strategic focus on retaining and incentivizing key leadership and employees through enhanced compensation and equity ownership.

Key Highlights

1Amended and restated employment agreement approved for President and CEO Robert Greifeld with an initial term through December 31, 2010.
2CEO Robert Greifeld's new agreement includes a minimum annual base salary of $1,000,000 and a target annual incentive compensation of 200% of base salary.
3CEO to receive 80,000 performance share units annually for four years, subject to shareholder approval of performance criteria.
4CEO granted 960,000 non-qualified stock options with an exercise price of $35.92, vesting over six years.
5Base salary and targeted bonus opportunities increased for seven other named executive officers, effective in 2007.
6All active Nasdaq employees received grants of non-qualified stock options and/or restricted stock awards with a three-to-six year vesting period.
7Severance packages for the CEO include provisions for termination without cause, for good reason, or following a change in control.

NASDAQ, INC. 8-K Report, Executive Changes (Dec 19, 2006)

Summary

Key Highlights

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